Joel McCrea as T.H. Randall

Nancy Kelly as Valerie

Mary Boland as Ethel

Cesar Romero as Freddie

Roland Young as Bill Carter

Mary Healy as Doris

Lyle Talbot as Paul Hunter

Elisha Cook Jr. as Dicky Brown

Barnett Parker as Huggins

Harry Hayden as Prisoner

Charles C. Wilson as Warden

Charles D. Brown as Detective

Spencer Charters as Mayer

William Edmunds as Waiter

Leyland Hodgson as Waiter

Brooks Benedict as Nightclub Patron

James Carlisle as Spectator with Binoculars

James Conaty as Nightclub Patron

Eddie Dunn as The Jailer

David Durand as Usher

Sam Hayes as Racetrack Announcer

Harold Miller as Diner at Racetrack Lounge

Bert Moorhouse as Nightclub Patron

Hattie Noel as Sarah - Valerie's Maid

Mel Ruick as Orchestra Leader

Larry Steers as Nightclub Patron

Amzie Strickland as Nightclub Patron

Allen Wood as Jimmy - the Busboy

Leonard Kibrick as Messenger Boy